Wafer Works: Announcement of the Company’s Board of Directors’ Resolution to Proceed with a Private Placement of Corporate Convertible Bonds

Declaration

1.Date of the board of directors resolution:2022/03/23
2.Name of the corporate bonds: Private placement of convertible
corporate bonds
3.Total amount issued:Within NT$2,500,000,000
4.Face value per bond:NT$100,000
5.Issue price:The benchmark price used to calculate the conversion price
of the convertible corporate bonds in this private placement shall be
the higher of the prices calculated based on the following two methods:
the average price per share calculated based on the simple arithmetic
average of the closing price of ordinary shares for the 1, 3, or 5
business days prior to the pricing date, deducting the ex-rights and
dividends of the free allotment, and adding back the capital reduction
and anti-ex-rights; or the share price based on the simple arithmetic
average of the closing price of ordinary shares for the 30 business
days prior to the pricing date, deducting the ex-rights and dividends
of the free allotment, and adding back the capital reduction and
anti-ex-rights; in addition, the conversion price of the convertible
corporate bonds in this private placement is determined on the basis
of no less than 80% of the reference price. The actual pricing date
will be authorized to the Board of Directors to determine depending
on the situation of the negotiations with specific persons in the future.
6.Issuance period: It will be submitted to the Annual Shareholders'
Meeting to authorize the Board of Directors to adjust, determine,
and handle relevant matters in accordance with the then-prevailing
market conditions; in the event of changes in laws and regulations
in the future, revisions as instructed by the competent authority,
or necessary changes based on operational assessments or due to
objective circumstances, the Board of Directors is also authorized
to handle such matters with full authority.
7.Coupon rate:Undecided
8.Types, names, monetary values and stipulations of collaterals:Undecided
9.Use of the funds raised by the offering and utilization plan:A.The
purpose of funds includes but is not limited to replenishing working
capital or repaying bank borrowings.
B. Expected benefits: In response to the rapid changes in the industrial
environment, if strategic investors are introduced at the right timing,
it can be used to strengthen the experience, technology, and knowledge
required for the Company's operations and to improve the Company's
competitiveness; if the funds raised by the offering are used to repay
bank loans or replenish working capital, it can also reduce interest
expenses, strengthen the Company's financial structure and the Company's
competitiveness. If the funds are used for other purposes, their benefits
will be assessed separately.
10.Trustees of the corporate bonds:Undecided
11.Guarantor(s) for the issuance:Undecided
12.Agent for payment of the principal and interest:Undecided
13.Where convertible into shares, the price and the rules for conversion:
Undecided
14.Sell-back conditions:Undecided
15.Buyback conditions:Undecided
16.Reference date for any additional share exchange, stock swap,
or subscription:Undecided
17.Possible dilution of equity in case of any additional share
exchange, stock swap, or subscription:Not applicable
18.For additional share exchange or subscription, possible
influence of change in shareholding ratio of TPEx-listed common
 shares if all privately placed corporate bonds are converted
and shares subscribed for (no.of TPEx -listed common shares (a),
(a) / outstanding common shares):Undecided
19.Please explain any countermeasures for lower circulation in
 shareholding if the aforesaid estimated no.of TPEx-listed
common shares does not reach 5 million and the ratio does not
 reach 25%:Not applicable
20.Any other matters that need to be specified:With regard to the issuance
amount, issue price, issuance conditions, project items, amount raised by
the offering, purpose of funds, estimated progress, possible benefits, and
matters related to the privately placed convertible corporate bonds in
this case, as well as all other matters related to the issuance plan, if
necessary changes or revisions are required due to regulatory amendments
or requirements of the competent authority as well as based on operational
assessments or the impact of the objective circumstances, they will be
submitted to the Annual Shareholders' Meeting to authorize the Board of
Directors to adjust, determine and handle the relevant matters in accordance
with the then-prevailing market conditions; in the future, in case of
necessary changes due to regulatory amendments, revisions as instructed by
the competent authority based on operational assessments or due to objective
circumstances, the Board of Directors is also authorized to handle such
matters with full authority.

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